REG - EFG Holding S.A.E. - OGM Invitation

EFG Holding SAEAnnouncement

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RNS Number : 8127Z  EFG Holding S.A.E.  09 April 2026

TRANSLATION FROM ARABIC

Invitation to

The Ordinary General Assembly Meeting of

EFG Holding S.A.E.

Cairo, April 9(th), 2026: The Chairperson of the Board of Directors of EFG
Holding S.A.E., an Egyptian joint stock company, with an authorized share
capital of EGP 30 billion (Only thirty billion Egyptian Pounds), and an issued
and paid-in share capital of EGP 7,179,465,040 (Only seven billion, one
hundred seventy-nine million, four hundred sixty-five thousand, and forty
Egyptian Pounds), registered under no. 12665 at the 6(th) of October
Commercial Registry in Giza, and headquartered at Building No. B129, Phase 3,
Smart Village, KM 28, Cairo-Alexandria Desert Road, the Arab Republic of Egypt
(the "Company"), kindly invites the shareholders of the Company to attend its
Ordinary General Assembly meeting, held at the Company's headquarters and
through remote participation and voting, at 10 AM CLT, on Saturday 2/5/2026
(the "OGM").

The shareholders of the Company who wish to attend the OGM and vote remotely
are kindly requested to submit the following data/documents: (i) a copy of
their personal identification/passport (for natural persons), (ii) their
mobile number, (iii) their email address, (iv) a shares freezing certificate
(issued at least three days prior to the date of the OGM, and evidencing that
the shares held thereby in the Company will be frozen until the OGM is
adjourned), and (v) a written delegation for attendance and voting (for
judicial persons (legal entities)), via the following link or QR Code:

   https://emagles.com/voterinformation/EFG669018
   (https://emagles.com/voterinformation/EFG669018)

 

Such submissions will be acceptable starting from this invitation's date
until, at least, two days prior to the date of the OGM. After the verification
of the data/documents, the Company will send the login credentials to each
Company shareholder through the provided e-mail address or via a text message.
It should be noted that only judicial persons (legal entities) shall be
allowed to delegate a proxy for voting purposes, including their respective
custodians or fund/portfolio managers, to attend the OGM and vote on their
behalf.

 

 

 

 

 

 

The OGM will convene in order to consider the following agenda items:

1.   Approve the Board of Directors' report on the Company's activities for
the fiscal year ended 31/12/2025;

 

2.   Approve the auditor's report on the financial statements of the Company
for the fiscal year ended 31/12/2025;

 

3.   Ratify the financial statements of the Company for the fiscal year
ended 31/12/2025;

 

4.   Deliberate on the Board of Directors' recommendation regarding the
distribution of cash dividends to the shareholders;

 

5.   Approve the corporate governance report of the Company for the fiscal
year ended 31/12/2025;

 

6.   Discharge the members of the Board of Directors from all liabilities
with regard to the Company's activities during the fiscal year ended
31/12/2025;

 

7.   Approve the renumerations of the non-executive members of the Board of
Directors for the fiscal year ended 31/12/2025, and determine the
remunerations of the members of the Board of Directors, as well as attendance
and travel allowances, for the fiscal year 2026;

 

8.   Elect the Company's Board of Directors for a new three-year term, in
view of the expiry of the current Board of Directors' legal term;

 

9.   Approve the appointment of Mr. Yasser Mostafa Taha Abdel Gawad, Partner
at KPMG Hazem Hassan, as the Company's Auditor for the fiscal year 2026,
pursuant to the recommendation of the Board of Directors, and authorize the
Board of Directors to determine his remuneration; and

 

10.  Ratify all donations during the fiscal year 2025 and authorize the Board
of Directors to approve donations in excess of EGP1 thousand during the fiscal
year 2026.

 

In this respect, please note the following:

First: Each shareholder that is a judicial person (legal entity) only has the
right to delegate a representative for the purpose of attending the OGM and
voting on its behalf. For such a delegation to be valid, it must be in writing
and sent along with the above stated data/documents through the above link or
QR code.

 

Second: It is required to submit any questions related to the agenda items of
the OGM through the e-voting platform or by registered mail, at least three
days prior to the date of the OGM. Questions submitted contrary to the
foregoing will not be considered. Discussions during the OGM shall be limited
to the issues listed on the agenda.

 

Third: Resolutions of the OGM shall be issued by an absolute majority of the
Company's shares present or represented in the OGM.

Fourth: The OGM shall be considered valid upon the attendance or
representation of 25% of the Company's total outstanding shares. In the event
of a lack of legal quorum during the OGM, a second meeting will convene on the
following day, at the same time, through the remote participation and voting
mechanism, and the second meeting will be considered valid irrespective of the
number of shares in attendance or represented.

Fifth: The OGM documents/reports and remote voting will be made available to
the Company shareholders on the e-voting platform five days prior to the date
of the OGM.

 

Sixth: For those natural persons who will not be able to attend the OGM and
vote through the e-voting platform, and wish to vote in writing, the
agenda/documents/reports and template voting cards (and the instructions
related thereto) of the OGM will be made available to the Company's
shareholders on the Company's website (www.efgholding.com
(http://www.efgholding.com) ). Voting cards must be signed by the Company's
shareholder, sent via registered mail, and received by the Company, at least
one hour before the OGM convenes, along with: (i) a copy of his/her personal
identification/passport, (ii) his/her mobile number, and (iii) a shares
freezing certificate (issued at least three days prior to the date of the OGM,
and evidencing that the shares held thereby in the Company will be frozen
until the OGM is adjourned).

 

Seventh: The election of the members of the Board of Directors shall be
conducted using the cumulative voting system for a total of 12 seats. The
composition of the Board of Directors shall include at least two female
members and shall be in compliance with the corporate governance regulations
governing companies operating in the capital markets sector. Any persons
wishing to nominate themselves for membership of the Board of Directors must
have the required expertise, qualifications, and competencies, and are
required to submit the following documents to the Company through registered
mail or via the email address Board@efghldg.com: (i) an application for
nomination, (ii) the candidate's curriculum vitae, (iii) a shares freezing
certificate (issued at least three days prior to the date of the OGM, and
evidencing that the shares held thereby in the Company will be frozen until
the OGM is adjourned) (for shareholders), (iv) a copy of his/her personal
identification/Passport (for natural persons) or a copy of the commercial
register and nomination letter (if available) (for judicial persons (legal
entities)), (v) a declaration letter confirming meeting the criteria as
defined in the Capital Markets Law No. 95 of 1992 and the Companies Law No.
159 of 1981, their respective Executive Regulations, and the decrees
promulgated in respect thereof, and (vi) a proof that the nominee has not been
previously convicted of a felony or a misdemeanor involving breach of trust or
dishonor. Please note that applications for nomination will be accepted from
12/04/2026 to 16/04/2026, to allow the Nomination Committee to review and
evaluate all submissions, issue recommendations for the exclusion of
unqualified candidates, and submit its report to the Board of Directors for
consideration, prior to presenting it to the OGM for action and voting. The
final list of candidates who satisfy the eligibility requirements for
nomination according to Article 19 of the Company's Statutes will be available
on the Company's website (www.efgholding.com (http://www.efgholding.com) ) and
the E-Magles link ten days prior to the OGM's date.

 

 

Looking forward to your participation in the upcoming OGM, please accept our
best regards.

 

Mona Zulficar

Chairperson of the Board of Directors

 

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